Hello Ron. I haven't had this particular problem lately and like you say I can't see it being a resource problem. But, I used to have trouble with an old Windows and to save me going in and out of Windows to run nmake, I split my make file. Then did an Nmake of mafefiles, sort of thing. To get yourself going I would do that very thing again. Though I am a touch worried that you say the problem seems to hinge arround one of three files. I would do a build of those you suspect and at least one before (thinking of the likely order of build) with full warnings switched on , I know you have to plough through junk too with this build, but as you do consider an old type problem, where you used to get a corrupt byte in the source file that confused the compilers. Even notepad is capable of this. Mike. Are you saying that MS have got their cl.exe running at kernal-0 level? I would find that difficult to believe, or maybe your saying that a call it happens to make hi-lights a kernal bug? We do it for the joy of seeing the users struggle.